The Cummings & Cummings Law Journal

What a Community Development Entity Is and Why Certification Matters A Community Development Entity is a domestic corporation or partnership that has been certified by the U.S. Treasury’s Community Development Financial Institutions Fund to serve as a conduit for New Markets Tax Credit investments. The certification is not merely a label. It is a legal

Government contractors face a uniquely demanding regulatory landscape under the Davis-Bacon Act. Even seemingly routine tasks such as selecting the correct wage determination, classifying a laborer, or paying a fringe benefit can trigger complex compliance issues that create real financial and reputational risk. As an attorney and CPA who advises contractors across trades and project

What “Good Faith” Means Under the Uniform Commercial Code The Uniform Commercial Code defines good faith in negotiable instruments as a dual standard: honesty in fact and the observance of reasonable commercial standards of fair dealing. This means that good faith is not purely subjective, nor is it purely objective; it is a mixed test.

Overview of Consolidated Return Regulations and Why Intercompany Transactions Matter Consolidated return regulations govern how affiliated corporations compute federal income tax as a single filing group, rather than as separate companies. These rules dramatically alter the timing, character, and location of income, gain, deduction, and loss within the group. The regime is highly technical because

Why the “Continuing Partner” and “Liquidating Partner” Distinctions Matter In partnership restructurings, buyouts, and member departures, parties often focus on price and closing logistics while overlooking the critical distinction between a continuing partner and a liquidating partner. That distinction drives the character of income, the timing of recognition, basis recovery, self-employment tax exposure, and the

Understanding What Distressed Debt Is and Why Its Tax Profile Is Unique Distressed debt refers to loans, bonds, trade claims, and other obligations of issuers experiencing financial difficulty, often trading at a substantial discount to face value due to default risk, liquidity constraints, or bankruptcy proceedings. Investors are attracted to distressed instruments because the legal

Determining Which State’s Employment Laws Apply For employees who telework across state lines, the baseline rule is deceptively simple: the state where the employee physically performs work generally governs employment law rights and obligations. In practice, this means wage and hour, leave entitlements, reimbursements, and many notice requirements are determined by the employee’s work location

Understanding the Cross-Purchase Agreement With a Trust as Policy Owner A cross-purchase agreement is a form of buy-sell arrangement in which the remaining owners agree to purchase the equity of a deceased, disabled, or departing owner. When life insurance is used as the funding vehicle, many owners default to either individual ownership of policies on

Understanding the Scope of Business Restructuring and Its Tax Impact Business restructuring is not a single transaction. It is a spectrum of coordinated legal and financial changes that can include mergers, acquisitions, spinoffs, split-offs, recapitalizations, debt modifications, entity conversions, and internal reorganizations. The tax impact of business restructuring depends not only on what form the

Understand the Global Tax Profile Before Moving Cash Tax-efficient repatriation begins with a detailed inventory of your multinational group’s tax attributes. As an attorney and CPA, I routinely see companies attempt to repatriate foreign earnings based on rough estimates or dashboards that are not tied to statutory ledgers or legal-entity-level earnings and profits. That approach

Understanding the Mid-Year Conversion: What Changes on Day One Converting workers from 1099 contractor status to W-2 employee status mid-year is more than a paperwork update; it is a comprehensive shift in tax, payroll, and compliance obligations that begins immediately on the effective date of the change. As of the first payroll date following conversion,

What a Dutch Auction Tender Offer Is and Why the Legal Framework Matters A Dutch auction tender offer is a structured share repurchase in which the issuer (or occasionally a third-party bidder) invites shareholders to tender shares within a specified price range, and the final purchase price is the lowest price that allows the issuer

Understanding Director Interlocks and Why They Matter A corporate director interlock occurs when the same individual simultaneously serves as a director or officer of two competing companies. While the concept appears straightforward, the legal analysis rarely is. Determining whether two companies are actually competitors, whether the positions qualify as overlapping for antitrust purposes, and whether

Choosing the Right Market-Entry Structure Determining how to enter a foreign market is the foundational decision that shapes risk, tax outcomes, and operational flexibility. Options typically include a representative office, branch, subsidiary, joint venture, franchise, or licensing arrangement. Each structure carries distinct implications for liability exposure, tax presence, regulatory scrutiny, and exit optionality. For example,

Understanding a Qualified Disclaimer and Why It Can Redirect Assets Without Triggering Gift Tax A qualified disclaimer is a formal refusal to accept a bequest, inheritance, or other property interest in a manner that, if executed properly, treats the disclaimant as though the interest never passed to them. By stepping aside in a legally precise

Understand Mechanic’s Lien Priority and Why It Matters to Construction Financing Priority is not an abstract legal nicety; it is the determinant of who gets paid first when a project faces distress or sale. In most jurisdictions, the priority of a mechanic’s lien is governed by statute and case law that establish whether such liens

Understanding the Adverse Domination Doctrine: Definition and Purpose The adverse domination doctrine is a common law, equitable tolling principle that suspends the running of limitations periods for corporate claims when the corporation is controlled by the very fiduciaries who would be defendants in those claims. In practical terms, a company cannot be expected to authorize

Carrying On Business in Canada: When a U.S. Company Triggers GST/HST Obligations U.S. businesses frequently underestimate how easily activities in Canada can amount to “carrying on business” for Goods and Services Tax/Harmonized Sales Tax purposes. Unlike U.S. state sales tax nexus standards, the Canada Revenue Agency evaluates a multi-factor test that considers the place where

Understand the Unique Legal Landscape: Sovereignty, Jurisdiction, and Immunity Forming a tribal business entity requires a careful understanding of the foundational principles of federal Indian law. Federally recognized tribes are sovereign governments with inherent powers of self-government. That sovereignty carries legal consequences that are profoundly important when selecting and structuring a business vehicle. For example,

Understand What Actually Triggers Self-Employment Tax At its core, self-employment tax is an assessment on net earnings from self-employment, which generally means trade or business income derived from one’s personal services or from an entity in which the owner is actively engaged. It encompasses the Social Security and Medicare taxes that apply when one is